Common use of Authorized Generic Clause in Contracts

Authorized Generic. 4.1. In the event a Third Party, without any cooperation or assistance from ▇▇▇▇, Markets a Generic Equivalent in the Territory prior to the License Effective Date, and Shire elects, in its sole discretion, to Market or have Marketed a Generic Product to compete with such Third Party prior to the License Effective Date, then Shire shall appoint ▇▇▇▇ as the exclusive (even as to Shire [*]) distributor of the Generic Product for a period of at least [*] following the launch of the Generic Product by ▇▇▇▇, and as a non-exclusive authorized distributor of the Generic Product thereafter. In the event of such election and appointment by Shire, ▇▇▇▇ shall have the option, in its sole discretion, to Market AG Product or ▇▇▇▇ Product. Notwithstanding the provisions of Section 9.1, ▇▇▇▇ shall pay Shire a royalty of [*] during any period prior to the License Effective Date in which ▇▇▇▇ is exclusively authorized to Market Generic Product under this Section 4.1. However, this royalty under Section 4.1 shall be [*] if there are two or more Third Parties in addition to ▇▇▇▇ Marketing a Generic Product. 4.2. [*]. Should Shire: (i) [*], (ii) Market the [*], and (iii) choose, in Shire’s sole discretion, to Market or authorize a Third Party to Market [*] then Shire agrees that it shall inform ▇▇▇▇ of such decision and shall afford ▇▇▇▇ the opportunity, at ▇▇▇▇’▇ discretion, to exclusively [*]. ▇▇▇▇ shall notify Shire within [*] of notice of Shire’s decision to Market such AG New Product of ▇▇▇▇’▇ decision as to whether it desires to Market the [*]. If ▇▇▇▇ so notifies Shire of its desire to Market the [*], Shire and ▇▇▇▇ shall negotiate in good faith an agreement with respect to such [*], such agreement to be on terms similar to the terms contained in this Agreement, except that Shire and ▇▇▇▇ shall share the [*] from the sale of such [*] to each Party. For purposes of clarity, Shire is under no obligation to choose to Market [*] and may do so in its sole discretion.

Authorized Generic. 4.1. In the event a Third Party, without any cooperation or assistance from ▇B▇▇▇, Markets a Generic Equivalent in the Territory prior to the License Effective Date, and Shire elects, in its sole discretion, to Market or have Marketed a Generic Product to compete with such Third Party prior to the License Effective Date, then Shire shall appoint ▇B▇▇▇ as the exclusive (even as to Shire [*]) distributor of the Generic Product for a period of at least [*] following the launch of the Generic Product by ▇B▇▇▇, and as a non-exclusive authorized distributor of the Generic Product thereafter. In the event of such election and appointment by Shire, ▇B▇▇▇ shall have the option, in its sole discretion, to Market AG Product or ▇B▇▇▇ Product. Notwithstanding the provisions of Section 9.1, ▇B▇▇▇ shall pay Shire a royalty of [*] during any period prior to the License Effective Date in which ▇B▇▇▇ is exclusively authorized to Market Generic Product under this Section 4.1. However, this royalty under Section 4.1 shall be [*] if there are two or more Third Parties in addition to ▇B▇▇▇ Marketing a Generic Product. 4.2. [*]. Should Shire: (i) [*], (ii) Market the [*], and (iii) choose, in Shire’s sole discretion, to Market or authorize a Third Party to Market [*] then Shire agrees that it shall inform ▇B▇▇▇ of such decision and shall afford ▇B▇▇▇ the opportunity, at ▇B▇▇▇’▇ discretion, to exclusively [*]. ▇B▇▇▇ shall notify Shire within [*] of notice of Shire’s decision to Market such AG New Product of ▇B▇▇▇’▇ decision as to whether it desires to Market the [*]. If ▇B▇▇▇ so notifies Shire of its desire to Market the [*], Shire and ▇B▇▇▇ shall negotiate in good faith an agreement with respect to such [*], such agreement to be on terms similar to the terms contained in this Agreement, except that Shire and ▇B▇▇▇ shall share the [*] from the sale of such [*] to each Party. For purposes of clarity, Shire is under no obligation to choose to Market [*] and may do so in its sole discretion.